(State or other jurisdiction of incorporation or organization)
(I.R.S. employer identification no.)
65 Market Street
Suite 1207, Jasmine Court
P.O. Box 31110
Camana Bay
Grand Cayman
Cayman Islands
KY1-1205
(Address of principal executive offices)
(Zip code)
(205) 291-3440
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Ordinary Shares
GLRE
Nasdaq Global Select Market
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes ☐No ☒
At October 31, 2025, there were 34,099,226 ordinary shares outstanding, $0.10 par value per share, of the registrant.
This Quarterly Report on Form 10-Q (herein referred as “Form 10-Q”) of Greenlight Capital Re, Ltd. (“Greenlight Capital Re,” “Company,” “us,” “we,” or “our”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts included in this report, including statements regarding estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements”. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the United States (“U.S.”) federal securities laws established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,” “project,” “predict,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are not historical facts, and are based on current expectations, estimates and projections, and various assumptions, many of which, are inherently uncertain and beyond management’s control.
Forward-looking statements contained in this Form 10-Q may include, but are not limited to, information regarding our estimates for catastrophes and weather-related losses (herein referred as “CAT losses”), measurements of potential losses in the fair market value of our investments, our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, the outcome of our strategic initiatives, our expectations regarding pricing, and other market and economic conditions including inflation, our growth prospects, and valuations of the potential impact of movements in interest rates, equity securities’ prices, and foreign currency exchange rates.
Forward-looking statements only reflect our expectations and are not guarantees of performance. These statements involve risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual events or results to differ materially from those indicated in such statements. We believe that these factors include, but are not limited to:
•any suspension or revocation of any of our licenses;
•losses from catastrophes and other major events;
•a downgrade or withdrawal of our A.M. Best ratings;
•the loss of significant brokers;
•the performance of Solasglas Investments, LP.;
•that the carrying values of our investments made under our Greenlight Re Innovations segment may differ significantly from those that would be used if we carried these investments at fair value; and
•those described under “Item 1A, Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 10, 2025 (“2024 Form 10-K”), as those risk factors may be updated from time to time in our periodic and other filings with the SEC, which is accessible on the SEC’s website at www.sec.gov.
We undertake no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events, or otherwise. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only to the dates they were made.
We intend to communicate certain events that we believe may have a material adverse impact on our operations or financial position, including property and casualty catastrophic events and material losses in our investment portfolio, in a timely manner through a public announcement. Other than as required by the Exchange Act, we do not intend to make public announcements regarding underwriting or investment events that we do not believe, based on management’s estimates and current information, will have a material adverse impact on our operations or financial position.
3
Item 1. FINANCIAL STATEMENTS
GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2025 (unaudited) and December 31, 2024
(expressed in thousands of U.S. dollars, except per share and share amounts)
September 30, 2025
December 31, 2024
Assets
Investments
Investment in related party investment fund, at fair value
$
456,861
$
387,144
Other investments
63,182
73,160
Total investments
520,043
460,304
Cash and cash equivalents
68,789
64,685
Restricted cash and cash equivalents
586,444
584,402
Reinsurance balances receivable
731,707
704,483
Reinsurance recoverable on unpaid loss and loss adjustment expenses
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2025
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
Greenlight Capital Re, Ltd. (“GLRE” or “Parent” and, together with its wholly-owned subsidiaries, the “Company”) was incorporated as an exempted company under the Companies Law of the Cayman Islands on July 13, 2004. The Company is a global specialty property and casualty reinsurer headquartered in the Cayman Islands. The ordinary shares of GLRE are listed on Nasdaq Global Select Market under the symbol “GLRE.”
Basis of Presentation
These unaudited condensed consolidated financial statements (the “financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the U.S. Securities and Exchange Commission’s (“SEC”) instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s 2024 Form 10-K.The financial statements include the accounts of GLRE and the consolidated financial statements of its wholly-owned subsidiaries and all significant intercompany transactions and balances have been eliminated on consolidation.
In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position and results of operations as at the end of and for the periods presented. The results of operations for any interim period are not necessarily indicative of the results for a full year.
Tabular dollars are in thousands, with the exception of per share amounts or otherwise noted. All amounts are reported in U.S. dollars.
Reclassifications
The following amounts in the prior period condensed consolidated financial statements have been reclassified to conform to the presentation of the current condensed consolidated financial statements:
•The Company has reported separately “Underwriting expenses” from “Corporate and other expenses” in the condensed consolidated statements of operations, which were previously combined and reported as “General and administrative expenses”. This resulted in no change to the previously reported total expenses or net income.
•The Company has reclassified investment-related income from Lloyd’s syndicates, which was previously presented in the condensed consolidated statements of operations under the caption “Other income, net”, to “Net investment income”. This resulted in no change to the previously reported total revenues or net income.
•During 2025, the Company updated its definition of CAT event loss to be any individual CAT loss in excess of $5 million, net of reinsurance recoveries. For the various U.S. tornadoes (including severe convective storms), the Company has aggregated these and reported the total as CAT loss in Note 7 and under the “Corporate” column in the segment reporting tables in Note 16. Accordingly, the comparative prior year CAT loss disclosures have been recast to conform with this change.
2. SIGNIFICANT ACCOUNTING POLICIES
There were no material changes to the Company’s significant accounting policies subsequent to its 2024 Form 10-K.
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, FASB issued ASU 2023-09, Income Taxes Topic (740) - Improvements to Income Tax Disclosures, which provides more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. While early adoption is permitted, a public company should apply the amendments prospectively. This ASU is effective for the Company’s 2025 year-end financial statements.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). This ASU 2024-03 requires more detailed disclosures about the type of expenses (including purchases of inventory, employee compensation, and depreciation / amortization) in commonly presented expense captions in the consolidated income statements (e.g. cost of sales, general and administrative expenses, and research and development). ASU 2024-03 is effective for public business entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years after December 15, 2027. Early adoption is permitted.
The Company is currently evaluating the disclosure impact of the above new ASUs.
3. INVESTMENT IN RELATED PARTY INVESTMENT FUND
The Company’s maximum exposure to loss relating to Solasglas Investments, LP (“Solasglas”) is limited to GLRE's share of Partners’ capital in Solasglas. At September 30, 2025, GLRE’s share of Partners’ capital in Solasglas was $456.9 million (December 31, 2024: $387.1 million), representing 81.6% (December 31, 2024: 77.9%) of Solasglas’ total net assets. DME Advisors II, LLC held the remaining 18.4% (December 31, 2024: 22.1%) of Solasglas’ total net assets.
The Company’s share of the net decrease in Partner’s capital for the nine months ended September 30, 2025 was $0.5 million (nine months ended September 30, 2024: a net increase of $42.4 million), as shown in the caption “Income (loss) from investment in related party investment fund” in the Company’s condensed consolidated statements of operations.
The summarized financial statements of Solasglas are presented below.
Summarized Statements of Financial Condition of Solasglas Investments, LP
At December 31, 2024, the breakdown of the Company’s other investments was as follows:
Cost
Unrealized gains
Unrealized losses
Accrued interest
Fair value / carrying value
Private investments and unlisted equities
$
28,111
$
51,076
$
(7,320)
$
—
$
71,867
Debt and convertible debt securities
2,713
—
(1,510)
90
1,293
Total other investments
$
30,824
$
51,076
$
(8,830)
$
90
$
73,160
Private investments and unlisted equities
Measurement alternative
During the nine months ended September 30, 2025, and 2024, the Company made further investments in equity securities in privately held entities that do not have readily determinable fair values. In accordance with ASC 321-10-35-2, the Company has elected to apply the measurement alternative to these new investments. Under this approach, the investments are measured at cost, less impairment, and adjusted for observable price changes in orderly transactions for an identical or similar investments of the same issuer.
Adjustments for observable price changes and impairments
The Company recognized the following adjustments to the carrying values of the private investments and unlisted equity securities, resulting from observable price changes in orderly transactions and impairments:
Three months ended September 30
Nine months ended September 30
2025
2024
2025
2024
Upward adjustments (1)
$
3,870
$
—
$
5,618
$
501
Downward adjustments(2)
$
—
$
—
$
(148)
$
—
Impairments
$
(16,400)
$
—
$
(17,859)
—
(1) Based on observable price changes, the cumulative upward carrying value changes from inception to September 30, 2025, totaled $38.3 million.
(2) Based on observable price changes, the cumulative downward carrying value changes from inception to September 30, 2025, totaled $2.5 million.
During the three and nine months ended September 30, 2025, the upward adjustments were driven by favorable observable price changes from completed financing rounds by some of the investees.
During the three and nine months ended September 30, 2025, the Company recognized impairment charges of $16.4 million and $17.9 million, respectively, related to certain private investments and unlisted securities for which qualitative factors indicated that the fair value was less than carrying amount. The Company used valuation models to estimate the fair value, which incorporated significant unobservable inputs including projected cash flows provided by the investee’s management, discount rates, growth rates, volatility assumptions, and current market multiples.
Debt and convertible debt securities
During the three and nine months ended September 30, 2024, the Company recognized impairment charges of nil and $1.1 million, respectively, related to certain convertible debt securities.
Net investment income
The following table summarizes the change in unrealized gains (losses) and the realized gains (losses) for the Company’s other investments, which are included in “Net investment income (loss)” in the condensed consolidated statements of operations (see Note 13):
Net realized and unrealized gains (losses) on other investments
$
(11,877)
$
—
$
(11,731)
$
(324)
5. RESTRICTED CASH AND CASH EQUIVALENTS
The following table shows the breakdown of the Company’s restricted cash and cash equivalents, along with a reconciliation of the total cash, cash equivalents, and restricted cash reported in the condensed consolidated statements of cash flows:
September 30, 2025
December 31, 2024
Restricted cash and cash equivalents:
Cash securing trust accounts
$
266,493
$
256,796
Cash securing letters of credit issued
302,815
312,855
Cash securing debt facility
10,000
10,000
Other
7,136
4,751
Total restricted cash and cash equivalents
586,444
584,402
Cash and cash equivalents
68,789
64,685
Total cash, cash equivalents, and restricted cash
$
655,233
$
649,087
6. FAIR VALUE MEASUREMENTS
Assets measured at fair value on a nonrecurring basis
At September 30, 2025, the Company held $54.9 million (December 31, 2024: $63.4 million) of private investments and unlisted equities measured at fair value on a nonrecurring basis. At September 30, 2025, the Company held $6.6 million (December 31, 2024: $8.5 million) of private investments and unlisted equities measured at cost. The Company classifies these investments as Level 3 within the fair value hierarchy.
The following table summarizes the periods between the most recent fair value measurement dates and September 30, 2025, for the private and unlisted equities measured at fair value on a nonrecurring basis:
Less than 6 months
6 to 12 months
Over 1 year
Total
Fair values measured on a nonrecurring basis
$
13,801
$
15,066
$
26,019
$
54,886
Assets measured at fair value on a recurring basis
Derivative financial instruments
The Company used interest rate swaps in connection with its risk management activities to hedge 50% of the interest rate risk relating to the outstanding Term Loans (see Note 9). As a result of the new Revolving Credit Facility, the Company has terminated this hedging program during the quarter ended September 30, 2025.
Prior to the termination of the hedge position, the interest rate swaps were carried at fair value using a market approach valuation technique, based on significant observable market inputs from third-party pricing vendors. Accordingly, the interest rates swaps were classified as Level 2 within the fair value hierarchy. These derivative instruments were not designated as accounting hedges under U.S. GAAP.
For the nine months ended September 30, 2025, the Company recognized a nominal amount of total realized and unrealized gain for the above derivatives, which is reflected within interest expense on the Company’s condensed consolidated statements of operations.
Financial Instruments Disclosed, But Not Carried, at Fair Value
At September 30, 2025, the carrying value of debt and convertible debt securities within “Other Investments” (see Note 4) and the outstanding debt approximates their fair values. The Company classifies these financial instruments as Level 2 within the fair value hierarchy.
7. LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES
The Company’s loss and loss adjustment expense (“LAE”) reserves were composed of the following:
September 30, 2025
December 31, 2024
Case reserves
$
236,724
$
230,633
IBNR
701,584
630,336
Total
$
938,308
$
860,969
Reserve Roll-forward
The following provides a summary of changes in outstanding loss and LAE reserves for all lines of business:
Consolidated
Nine months ended September 30
2025
2024
Gross balance at January 1
$
860,969
$
661,554
Less: Losses recoverable
(85,790)
(25,687)
Net balance at January 1
775,179
635,867
Incurred losses related to:
Current year
303,474
305,467
Prior years
8,082
(943)
Total incurred
311,556
304,524
Paid losses related to:
Current year
(35,136)
(27,382)
Prior years
(229,908)
(176,210)
Total paid
(265,043)
(203,592)
Foreign exchange and translation adjustment
33,833
8,405
Net balance at September 30
855,525
745,205
Add: Losses recoverable (see Note 8)
82,783
65,947
Gross balance at September 30
$
938,308
$
811,152
Estimates for Catastrophe Events
At September 30, 2025, the Company’s net reserves for losses and LAE include estimated amounts for catastrophe and weather-related events (the “CAT losses”). The magnitude and volume of losses arising from these events is inherently uncertain, and, consequently, actual losses for these events may ultimately differ, potentially materially, from current estimates.
CAT events in 2025
During the nine months ended September 30, 2025, the Company incurred CAT losses of $27.0 million relating to the California wildfires.
During the nine months ended September 30, 2024, the Company incurred CAT losses of $29.9 million driven mainly by the Baltimore Bridge collapse, Hurricane Helene, and the U.S. tornadoes (including severe convective storms).
Prior Year Reserve Development
The Company’s net favorable (adverse) prior year development arises from changes to estimates for losses and LAE related to loss events that occurred in previous calendar years.
The following table presents net prior year reserve development by segment and consolidated for the respective periods.
Favorable (Adverse)
Open Market
Innovations
Total Segments
Corporate
Total Consolidated
Nine months ended September 30, 2025
$
(4,810)
$
(1,316)
$
(6,126)
$
(1,956)
$
(8,082)
Nine months ended September 30, 2024
$
3,782
$
1,548
$
5,330
$
(4,387)
$
943
Open Market Segment:
The net adverse reserve development for the nine months ended September 30, 2025 was composed of $46.4 million of reserve strengthening predominantly on the following lines of business:
•the casualty line (various underwriting years) due to current economic and social inflation trends;
•the financial line (2021, 2023 and 2024 underwriting years) due to worse than expected loss emergence for transactional liability business; and
•the multiline business (2023-2024 underwriting years) relating to commercial auto business.
This was partially offset by $41.6 million of favorable reserve development on property (mostly 2024 underwriting year) and specialty lines (mostly 2022-2024 underwriting years) due to better than expected loss emergence.
The net favorable reserve development for the nine months ended September 30, 2024 was composed of $8.3 million of favorable reserve development predominantly on financial line (various underwriting years), multiline business (mostly 2021-2022 underwriting years), and specialty line (mostly 2021-2022 underwriting years) due to better than expected loss emergence. This was partially offset by $4.5 million of reserve strengthening predominantly on the casualty line (various underwriting years) due to current economic and social inflation trends.
Innovations Segment:
The net adverse reserve development for the nine months ended September 30, 2025 was composed of $2.6 million of reserve strengthening predominantly on the financial line (2022-2023 underwriting years) due to a higher volume of claims than expected. This was partially offset by $1.3 million of favorable reserve development predominantly on the multiline business.
The net favorable reserve development for the nine months ended September 30, 2024 was composed of $2.2 million due to better than expected loss emergence on the health line (various underwriting years) and multiline business (predominantly 2023 underwriting years). This was partially offset by $0.6 million of reserve strengthening on the specialty business.
Corporate - Runoff Business:
Corporate represents the Innovations related property runoff business. The prior year adverse reserve development for the above periods relate predominantly to CAT losses driven by the U.S. tornados (2021-2023 underwriting years).
The following table provides a breakdown of ceded reinsurance:
Three months ended September 30
Nine months ended September 30
2025
2024
2025
2024
Gross ceded premiums
$
21,695
$
26,598
$
65,344
$
64,611
Earned ceded premiums
$
22,181
$
19,512
$
58,782
$
46,603
Loss and loss adjustment expenses ceded (1)
$
(2,546)
$
10,070
$
13,116
$
47,919
(1) For the three months ended September 30, 2025, the negative balance reflects the reversal of previously recognized estimated loss recoverable due to the decrease in loss ratio for certain inward quota share reinsurance.
Retrocession contracts do not relieve the Company from its obligations to its cedents. Failure of retrocessionaires to honor their obligations could result in losses to the Company.
The following table shows a breakdown of reinsurance recoverable on unpaid losses and loss adjustment expenses, on a gross and net of collateral basis:
September 30, 2025
December 31, 2024
Gross
Net of Collateral(1)
Gross
Net of Collateral(1)
A- or better by A.M. Best
$
79,843
$
71,695
$
82,181
$
63,979
Not rated
3,440
326
4,109
2,027
Total before provision
$
83,283
$
72,021
$
86,290
$
66,006
Provision for credit losses
(500)
(500)
Total reinsurance recoverable, net
$
82,783
$
85,790
(1) Collateral is in the form of cash, letters of credit, funds withheld, and/or cash collateral held in trust accounts. This excludes any excess collateral in order to disclose the aggregate net exposure for each retrocessionaire.
At September 30, 2025, we had 4 reinsurers (December 31, 2024: 3) that accounted for 10% or more of the total reinsurance recoverable, net of the credit loss provision, for an aggregate gross amount of $62.1 million (December 31, 2024: $49.5 million).
9. DEBT AND CREDIT FACILITIES
Debt Obligations
The following table summarizes the Company’s outstanding debt obligations.
September 30, 2025
December 31, 2024
Term loans
$
—
$
60,313
Revolving credit facility
35,000
—
Accrued interest payable
—
923
Less: deferred financing costs
(255)
(487)
Total debt
$
34,745
$
60,749
During the nine months ended September 30, 2025, the Company partially repaid $10.3 million of the outstanding Term loans.
On September 3, 2025, the Company executed a First Amendment to its Credit Agreement originally dated June 26, 2023 (the “Amended Credit Agreement”), providing for a $50 million revolving credit facility (the “Revolving Credit Facility”). The proceeds were used to fully refinance the remaining $50 million Term Loans. This non-cash transaction was accounted for as a debt extinguishment.
The outstanding loans under the Revolving Credit Facility accrue interest at a rate equal to Term Secured Overnight Financing Rate (SOFR) plus 3.25% per annum. During the nine months ended September 30, 2025, the Company repaid $15.0 million of the outstanding Revolving Credit Facility.
The Amended Credit Agreement continues to be secured by a first-priority lien on a collateral account with a minimum balance of $10.0 million. The Company was in compliance with all covenants relating to the Amended Credit Agreement at September 30, 2025.
On October 6, 2025, the Company repaid $15.0 million of the outstanding Revolving Credit Facility.
Credit Facilities
At September 30, 2025, the Company had the following letter of credit (“LC”) facilities:
Capacity
LCs issued
HSBC (1)
$
100,000
$
—
Citibank (2)
275,000
183,339
CIBC (3)
200,000
119,394
Total LCs in favor of cedants
$
575,000
$
302,733
Citibank FAL (4)
£
50,000
£
—
(1) The HSBC LC facility may be terminated by either the Company or HSBC upon written notice; provided that such termination shall not terminate any letters of credit then-outstanding under this facility.
(2) The Citibank LC facility may be terminated by Citibank upon written notice to the Company; provided that the termination date shall not be earlier than the expiry date of any then-outstanding under this facility.
(3) The CIBC LC facility will terminate on December 21, 2026, subject to automatic 1-year extensions unless a termination noticed is provided by CIBC or the Company at least 120 days prior to the then-applicable termination date.
(4) The Citibank FAL LC facility may be terminated by Citibank upon written notice to Lloyd’s and the Company; provided that the termination date shall not be earlier than December 31st of the fourth anniversary of such termination date.
During the three months ended September 30, 2025, the Company, through its subsidiary, entered into an uncommitted and unsecured £50 million letter of credit facility arrangement with Citibank Europe plc (“Citibank”) to support the Company’s Funds at Lloyd’s business (the “Citibank FAL”). Concurrently with this transaction, the Parent has provided a guarantee to Citibank, requiring the Parent to make payment in the event that the respective subsidiary fails to meet its obligations when due. At September 30, 2025, the maximum potential amount of future payments the Parent could be required to make under this guarantee is nil as no LCs have been issued.
On October 9, 2025, a £45 million LC was issued in favor of Lloyd’s and concurrently Lloyd’s released $60.7 million cash to the Company.
The above LCs issued are cash collateralized, except for the Citibank FAL (see Note 5). The LC facilities are subject to various customary affirmative, negative and financial covenants.
At September 30, 2025, the Company was in compliance with all LC facilities covenants.
10. SHARE CAPITAL
Ordinary Shares
The Company’s authorized share capital is 125,000,000 ordinary shares, par value of $0.10 per share.
The following table is a summary of changes in ordinary shares issued and outstanding for the nine months ended September 30, 2025 and 2024:
On May 2, 2025, the Board of Directors re-approved the share repurchase plan, until June 30, 2026, authorizing the Company to repurchase up to $25.0 million of ordinary shares in the open market, through privately negotiated transactions or Rule 10b5-1 stock trading plans.Any shares repurchased are canceled immediately upon repurchase. For the nine months ended September 30, 2025, the Company repurchased 512,527 ordinary shares for $7.0 million (2024: 547,402 ordinary shares for $7.5 million).
Preferred Shares
The Company’s authorized share capital also consists of 50,000,000 preference shares with a par value of $0.10 each. At September 30, 2025, the Company has no issued and outstanding preferred shares.
11. SHARE-BASED COMPENSATION
Refer to Note 11 of the Company’s audited consolidated financial statements of its 2024 Form 10-K for a summary of the Company’s 2023 Incentive Plan, including the definition of performance-based and service-based stock awards.
Employee and Director Restricted Shares
The following table summarizes the activity for unvested outstanding restricted share awards (“RSs”) during the nine months ended September 30, 2025 and 2024:
Performance Restricted Shares
Service Restricted Shares
Number of non-vested restricted shares
Weighted average grant date fair value
Number of non-vested restricted shares
Weighted average grant date fair value
Balance at December 31, 2023
1,042,688
$
9.94
419,604
$
9.18
Granted
—
—
58,751
12.51
Vested
—
—
(282,916)
9.35
Forfeited
(89,945)
10.84
—
—
Balance at September 30, 2024
952,743
$
9.86
195,439
$
9.93
Balance at December 31, 2024
944,587
$
9.87
191,556
$
9.96
Granted
—
—
56,322
13.05
Vested
(222,532)
9.65
(134,418)
10.02
Forfeited
(374,474)
9.08
(2,212)
9.85
Balance at September 30, 2025
347,581
$
10.87
111,248
$
11.45
At September 30, 2025, 2,932,559 (December 31, 2024: 2,834,519) ordinary shares remained available for future issuance under the Company’s 2023 Incentive Plan.
During the nine months ended September 30, 2025, the Company granted 56,322 RSs to independent directors as part of their remuneration for services to the Company (2024: 58,751 RSs). These will vest on the earlier of (i) the first anniversary of the date of the share issuance and (ii) the Company’s next annual general meeting, subject to the grantee’s continued service with the Company. During the vesting period, the independent directors retain voting rights on these RSs; but they are not entitled to any dividends declared until the RSs vest.
For the nine months ended September 30, 2025, the total fair value of Performance and Service RSs vested was $4.9 million (2024: $2.6 million).
The following table summarizes the activity for unvested outstanding restricted stock units (“RSUs”) during the nine months ended September 30, 2025 and 2024:
Performance RSUs
Service RSUs
Number of non-vested RSUs
Weighted average grant date fair value
Number of non-vested RSUs
Weighted average grant date fair value
Balance at December 31, 2023
154,445
$
8.03
110,425
$
8.78
Granted
258,148
11.85
124,425
11.85
Vested
—
—
(74,357)
8.84
Forfeited
(6,229)
9.15
(5,806)
10.67
Balance at September 30, 2024
406,364
$
10.44
154,687
$
11.15
Balance at December 31, 2024
403,526
$
10.43
149,834
$
11.14
Granted
185,551
13.16
149,435
13.16
Vested
(38,752)
6.82
(62,041)
10.46
Forfeited
(59,502)
7.55
(12,477)
12.34
Balance at September 30, 2025
490,823
$
12.10
224,751
$
12.60
For the awards granted during the nine months ended September 30, 2025, the Service RSUs vest evenly over three years on January 1, subject to the grantee’s continued service with the Company. If performance goals are achieved, the Performance RSUs will cliff vest at the end of a three-year performance period within a range of 0% and 200% of the awarded Performance RSUs, with a target of 100%.
For the nine months ended September 30, 2025, the total fair value of Performance and Service RSUs vested was $1.4 million (2024: $0.7 million).
Stock Compensation Expense
For the nine months ended September 30, 2025, the Company recorded $4.5 million (2024: $4.6 million) of total stock compensation expense (net of forfeitures), respectively. Forfeiture recoveries were immaterial for both periods.
12. EARNINGS PER SHARE
The following table reconciles net income and weighted average shares used in computing basic and diluted EPS for the three and nine months ended September 30, 2025 and 2024:
Effect of dilutive employee and director share-based awards
—
689,111
584,516
613,812
Weighted average shares outstanding - diluted
33,760,337
34,810,066
34,477,322
34,824,372
Anti-dilutive stock options outstanding
579,636
870,319
579,636
870,319
EPS:
Basic
$
(0.13)
$
1.03
$
0.75
$
2.05
Diluted
$
(0.13)
$
1.01
$
0.74
$
2.02
13.NET INVESTMENT INCOME
The following table provides a breakdown of net investment income:
Three months ended September 30
Nine months ended September 30
2025
2024
2025
2024
Interest and dividend income, net of withholding taxes and other expenses
$
6,578
$
8,244
$
19,880
$
24,935
Investment income from Lloyd's syndicates
2,349
2,210
7,658
9,969
Net realized and unrealized gains (losses) on other investments (see Note 4)
(11,877)
—
(11,731)
(324)
Net investment income (loss)
(2,950)
10,454
15,807
34,580
Share of Solasglas' net income (loss) (see Note 3)
(14,404)
19,844
(483)
42,422
Total investment income (loss)
$
(17,354)
$
30,298
$
15,324
$
77,002
14. RELATED PARTY TRANSACTIONS
Investment Advisory Agreement
There has been no change to the Company’s investment advisory agreement with Solasglas as described in its 2024 Form 10-K. Refer to Note 3 for a breakdown of management fees and performance fees for the nine months ended September 30, 2025 and 2024.
Green Brick Partners, Inc.
David Einhorn also serves as the Chairman of the Board of Directors of Green Brick Partners, Inc. (“GRBK”), a publicly-traded company. At September 30, 2025, Solasglas, along with certain affiliates of DME Advisors, collectively owned 23.7% of the issued and outstanding common shares of GRBK. Under applicable securities laws, DME Advisors may sometimes be limited in its ability to trade GRBK shares held in Solasglas. At September 30, 2025, Solasglas held 0.8 million shares of GRBK.
The Company has entered into a service agreement with DME Advisors, pursuant to which DME Advisors provides certain investor relations services to the Company for compensation of five thousand dollars per month (plus expenses). The agreement automatically renews annually until terminated by either the Company or DME Advisors for any reason with 30 days prior written notice to the other party.
Collateral Assets Investment Management Agreement
Effective January 1, 2019, the Company (and its subsidiaries) entered into a collateral assets investment management agreement (the “CMA”) with DME Advisors, pursuant to which DME Advisors manages certain assets of the Company that are not subject to the Solasglas LPA and are held by the Company to provide collateral required by the cedents in the form of trust accounts and letters of credit. In accordance with the CMA, DME Advisors receives no fees and is required to comply with the collateral investment guidelines. The CMA can be terminated by any of the parties upon 30 days’ prior written notice to the other parties.
15. COMMITMENTS AND CONTINGENCIES
a) Concentration of Credit Risk
Cash and cash equivalents
The Company monitors its concentration of credit risk with financial institutions and limits acceptable counterparties based on current rating, outlook and other relevant factors.
Investments
The Company’s credit risk exposure to private debt and convertible debt securities within its “Other investments” are immaterial (see Note 4).
Reinsurance balances receivable, net
The following table shows the breakdown of reinsurance balances receivable:
September 30, 2025
December 31, 2024
Amount
%
Amount
%
Premiums receivable
$
256,820
35.1
%
$
253,627
36.0
%
Funds withheld:
Funds held by cedants
33,842
4.6
%
58,183
8.3
%
Premiums held by Lloyds' syndicates
335,785
45.9
%
278,265
39.5
%
Funds at Lloyd’s
102,473
14.0
%
113,324
16.1
%
Profit commission receivable
3,806
0.5
%
2,103
0.3
%
Total before provision
732,726
100.1
%
705,502
100.2
%
Provision for expected credit losses
(1,019)
(0.1)
%
(1,019)
(0.1)
%
Reinsurance balances receivable, net
$
731,707
100.0
%
$
704,483
100.1
%
The Company has posted deposits at Lloyd’s to support underwriting capacity for certain syndicates, including Syndicate 3456. Lloyd’s has a credit rating of “A+” (Superior) from A.M. Best, as revised in August 2024.
Premiums receivable includes a significant portion of estimated premiums not yet due. Brokers and other intermediaries are responsible for collecting premiums from customers on the Company’s behalf. The Company monitors its concentration of credit risks from brokers. The diversity in the Company’s client base limits credit risk associated with premiums receivable and funds (premiums) held by cedents. Further, under the reinsurance contracts the Company has contractual rights to offset premium balances receivable and funds held by cedants against corresponding payments for losses and loss expenses.
Reinsurance recoverable on unpaid loss and loss adjustment expenses
The Company regularly evaluates its net credit exposure to the retrocessionaires and their abilities to honor their respective obligations. See Note 8 for analysis of concentration of credit risk relating to retrocessionaires.
b) Lease Obligations
There was no material change to the Company’s operating lease agreements subsequent to its 2024 Form 10-K.
c) Litigation
From time to time, in the ordinary course of business, the Company may be involved in formal and informal dispute resolution procedures, which may include arbitration or litigation. The outcomes of these procedures determine the rights and obligations under the Company’s reinsurance contracts and other contractual agreements. In some disputes, the Company may seek to enforce its rights under an agreement or collect funds owed. In other matters, the Company may resist attempts by others to collect funds or enforce alleged rights. While the Company cannot predict the outcome of legal disputes with certainty, the Company does not believe that any existing dispute, when finally resolved, will have a material adverse effect on the Company’s business, financial condition, or operating results.
16. SEGMENT REPORTING
The Company has two operating segments: Open Market and Innovations.
Open Market
In the Open Market segment, the Company underwrites reinsurance business, sourced through the brokerage distribution channels and Lloyd’s. The Company writes mostly treaty reinsurance, on a proportional and non-proportional basis. The lines of business for this segment are as follows: Casualty, Financial, Health, Multiline, Property and Specialty.
Innovations
In the Innovations segment, the Company provides reinsurance capacity to startup companies and MGAs based globally, sourced mainly through direct placements with its strategic partners (see Note 4). This segment also includes business written by Syndicate 3456. The lines of business for this segment are as follows: Casualty, Financial, Health, Multiline and Specialty.
The Company’s reportable segments each have executive leadership who are responsible for their performance and who are directly accountable to the Chief Operating Decision Maker (“CODM”), the Chief Executive Officer. The CODM reviews the financial performance of the reportable segment to assess the achievement of strategic initiatives, the efficiency of the deployed capital, and how to allocate resources to the reportable segments based on the segment’s financial performance.
The table below provides information about the Company’s reportable segments, including the reconciliation to net income as reported under U.S. GAAP. Comparatives have been recast to conform with the current reportable segments.
(1) The Company does not allocate assets to reporting segments, with the exception of restricted cash used to collateralized certain reinsurance transactions, including FAL, and Innovations-related private investments.
(1) The Company does not allocate assets to reporting segments, with the exception of restricted cash used to collateralized certain reinsurance transactions, including FAL, and Innovations-related private investments.
(1) The Company does not allocate assets to reporting segments, with the exception of restricted cash used to collateralized certain reinsurance transactions, including FAL, and Innovations-related private investments.
(1) The Company does not allocate assets to reporting segments, with the exception of restricted cash used to collateralized certain reinsurance transactions, including FAL, and Innovations-related private investments.
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References to “we,” “us,” “our,” “our company,” or “the Company” refer to Greenlight Capital Re, Ltd. (“GLRE”) and its wholly-owned subsidiaries unless the context dictates otherwise.
The following discussion should be read in conjunction with the audited consolidated financial statements and accompanying notes, which appear in our 2024 Form 10-K.
The following is management’s discussion and analysis (“MD&A”) of our results of operations for the three and nine months ended September 30, 2025 and 2024 and the Company’s financial condition at September 30, 2025 and December 31, 2024.
All amounts are reported in U.S. dollars, unless otherwise noted. Tabular dollars are presented in thousands, with the exception of per share amounts or as otherwise noted.
We are a global specialty property and casualty reinsurer headquartered in the Cayman Islands, with an underwriting and investment strategy that we believe differentiates us from most of our competitors. Our goal is to build long-term shareholder value by providing risk management solutions to the insurance, reinsurance, and other risk marketplaces.
For the three months ended September 30, 2025 (“Q3 2025”), we had a net loss of $4.4 million, compared to net income of $35.2 million over the three months ended September 30, 2024 (“Q3 2024”). The decline was mainly attributable to the investment loss from Solasglas, valuation impairments in our Innovations portfolio, and foreign exchange losses during Q3 2025; while in Q3 2024 we had strong investment income, coupled with foreign exchange gains. This was substantially offset by stronger underwriting performance during Q3 2025.
The following is a summary of our financial performance for Q3 2025, compared to Q3 2024:
•Gross premiums written was $184.4 million, an increase of 9.5%;
•Net premiums earned was $165.4 million, an increase of 8.9%;
•Net underwriting income was $22.3 million, compared to $6.1 million;
•Current period CAT losses were nil, compared to $12.1 million;
•Prior year adverse loss development was $0.8 million, compared to prior year favorable loss development of $5.7 million;
•Total investment loss was $17.4 million, compared to total investment income of $30.3 million (including 3.2% net loss from our investment in Solasglas, compared to net return of 5.2%); and
•Diluted EPS was $(0.13), compared to $1.01.
Fully diluted book value per share was $18.90 at September 30, 2025, an increase of 5.3% since December 31, 2024.See “Key Financial Measures and Non-GAAP Measures” section of this MD&A.
Outlook and Trends
Reinsurance market conditions
We continue to see increased competition from existing and new reinsurance markets, predominantly in our Open Market segment. This is putting pressure on headline rates across various classes; however, attachment points and other terms & conditions are largely holding firm. Our focus remains on maintaining a diversified portfolio that is resilient to market supply-demand pressures.
General economic conditions
There are many factors contributing to an uncertain global economic outlook, and in particular, we believe that inflationary trends of recent years could persist. We continue to consider the potential impact of relevant economic factors on our underwriting portfolio. On the investment side, DME Advisors regularly monitors and re-positions Solasglas’ investment portfolio to manage the impact of inflation on its underlying investments and holds macro positions to benefit from a rising inflationary environment. DME Advisors remains conservatively positioned as it believes the equity markets are very expensive.
During 2025, the U.S. Administration enacted trade policies that were more aggressive than the financial markets expected, causing additional uncertainty and volatility. These policies continue to complicate the near-term outlook for economic growth and inflation. We remain vigilant to economic data and additional policies that may impact our business.
There have been no changes to our key financial measures, including non-GAAP financial measures, as described in the MD&A of our 2024 Form 10-K.
Fully Diluted Book Value Per Share
The following table presents a reconciliation of the fully diluted book value per share to basic book value per share (the most directly comparable U.S. GAAP financial measure):
September 30, 2025
June 30, 2025
March 31, 2025
December 31, 2024
September 30, 2024
Numerator for basic and fully diluted book value per share:
Total equity as reported under U.S. GAAP
$
658,889
$
663,318
$
666,804
$
635,879
$
663,418
Denominator for basic and fully diluted book value per share:
Ordinary shares issued and outstanding as reported and denominator for basic book value per share
34,099,226
34,198,153
34,557,449
34,831,324
34,832,493
Add: In-the-money stock options (1) and all outstanding RSUs
757,505
775,124
773,938
590,001
602,013
Denominator for fully diluted book value per share
34,856,731
34,973,277
35,331,387
35,421,325
35,434,506
Basic book value per share
$
19.32
$
19.40
$
19.30
$
18.26
$
19.05
Increase (decrease) in basic book value per share
$
(0.08)
$
0.10
$
1.04
$
(0.79)
$
1.10
Increase (decrease) in basic book value per share
(0.4)
%
0.5
%
5.7
%
(4.1)
%
6.1
%
Fully diluted book value per share
$
18.90
$
18.97
$
18.87
$
17.95
$
18.72
Increase (decrease) in fully diluted book value per share
$
(0.07)
$
0.10
$
0.92
$
(0.77)
$
1.07
Increase (decrease) in fully diluted book value per share
The table below summarizes our consolidated operating results.
Three months ended September 30
Nine months ended September 30
2025
2024
Change
2025
2024
Change
Underwriting results:
Gross premiums written
$
184,377
$
168,346
$
16,031
$
611,950
$
554,579
$
57,371
Net premiums written
$
162,682
$
141,748
$
20,934
$
546,606
$
489,968
$
56,638
Net premiums earned
$
165,419
$
151,884
$
13,535
$
495,523
$
471,818
$
23,705
Net loss and LAE incurred:
Current year
(87,776)
(98,820)
11,044
(303,474)
(305,467)
1,993
Prior year (1)
(817)
5,655
(6,472)
(8,082)
943
(9,025)
Net loss and LAE incurred
(88,593)
(93,165)
4,572
(311,556)
(304,524)
(7,032)
Acquisition costs
(46,962)
(46,162)
(800)
(140,676)
(138,226)
(2,450)
Underwriting expenses
(7,472)
(6,073)
(1,399)
(20,311)
(18,223)
(2,088)
Deposit interest expense
(94)
(377)
283
(367)
(1,020)
653
Net underwriting income
22,298
6,107
16,191
22,613
9,825
12,788
Investment results:
Income (loss) from investment in Solasglas
(14,404)
19,844
(34,248)
(483)
42,422
(42,905)
Net investment income (loss)
(2,950)
10,454
(13,404)
15,807
34,580
(18,773)
Total investment income (loss)
(17,354)
30,298
(47,652)
15,324
77,002
(61,678)
Corporate and other expenses
(5,399)
(4,253)
(1,146)
(14,826)
(13,334)
(1,492)
Foreign exchange gains (losses)
(1,994)
5,826
(7,820)
8,632
3,245
5,387
Interest expense
(1,430)
(2,018)
588
(4,038)
(4,827)
789
Income tax expense
(526)
(723)
197
(2,154)
(1,677)
(477)
Net income (loss)
$
(4,405)
$
35,237
$
(39,642)
$
25,551
$
70,234
$
(44,683)
Diluted earnings (loss) per share
$
(0.13)
$
1.01
$
(1.14)
$
0.74
$
2.02
$
(1.28)
Underwriting ratios:
% Point Change
% Point Change
Attritional loss ratio
49.6
%
55.6
%
(6.0)
53.1
%
56.3
%
(3.2)
Large event loss ratio
3.5
%
1.4
%
2.1
2.6
%
2.1
%
0.5
CAT event loss ratio
—
%
8.0
%
(8.0)
5.5
%
6.3
%
(0.8)
Current year loss ratio
53.1
%
65.0
%
(11.9)
61.2
%
64.7
%
(3.5)
Prior year reserve development ratio
0.5
%
(3.7)
%
4.2
1.6
%
(0.2)
%
1.8
Loss ratio
53.6
%
61.3
%
(7.7)
62.8
%
64.5
%
(1.7)
Acquisition cost ratio
28.4
%
30.4
%
(2.0)
28.4
%
29.3
%
(0.9)
Composite ratio
82.0
%
91.7
%
(9.7)
91.2
%
93.8
%
(2.6)
Underwriting expense ratio
4.6
%
4.2
%
0.4
4.2
%
4.1
%
0.1
Combined ratio
86.6
%
95.9
%
(9.3)
95.4
%
97.9
%
(2.5)
1The net financial impact associated with changes in the estimate of losses incurred in prior years, which incorporates earned reinstatement premiums assumed and ceded, adjustments to assumed and ceded acquisition costs, and deposit interest income and expense, was a loss of $0.6 million and gain of $4.6 millionfor the three months ended September 30, 2025 and 2024, respectively, and a loss of $6.7 million and $1.1 million for the nine months ended September 30, 2025 and 2024, respectively.
During 2025, we updated the definition of CAT event loss to be any individual CAT event loss to us of $5 million or more, net of reinsurance recoveries. For the various U.S. tornadoes (including severe convective storms), we have aggregated these and reported the total as CAT loss. Accordingly, we have recast the prior year CAT loss disclosures in this Form 10-Q to conform with this change. Starting with Q2 2025, we also disclose separately incurred losses from large events, if any, which is defined as any individual event loss in excess of $1 million but less than $5 million.
Consolidated Results of Operations for Q3 2025 compared to Q3 2024
Basic book value per share decreased by $0.08 per share, or 0.4%, to $19.32 per share from $19.40 per share at June 30, 2025. Fully diluted book value per share decreased by $0.07 per share, or 0.4%, to $18.90 per share from $18.97 per share at June 30, 2025.
During Q3 2025, we incurred a net loss of $4.4 million, in contrast to the net income of $35.2 million earned in Q3 2024. The decline in performance was primarily attributable to the following factors:
•Total investment loss: Our investment in Solasglas reported a loss of $14.4 million during Q3 2025, compared to a gain of $19.8 million during Q3 2024. Solasglas generated a net loss of 3.2% for Q3 2025 compared to a net return of 5.2% for Q3 2024. Additionally, the net investment loss of $3.0 million was mainly driven by $11.9 million loss related to the Innovations investment portfolio during the current quarter, partially offset by interest income earned from restricted cash and cash equivalents.
•Foreign exchange gains (losses): $2.0 million loss for Q3 2025, compared to $5.8 million foreign exchange gain in Q3 2024, driven mainly by the weakening of the pound sterling against the U.S. dollar during Q3 2025.
Offset partially by:
•Underwriting income: Increased by $16.2 million, driven by 9.3 percentage points improvement in combined ratio, which was predominantly driven by improved current year loss ratio mainly due to the lower attritional loss ratio and no CAT losses, coupled with a decrease in acquisition cost ratio. This was offset partially by an increase in prior year adverse loss development.
Consolidated Results of Operations for YTD 2025 compared to YTD 2024
Basic book value per share increased by $1.06 per share, or 5.8%, to $19.32 per share from $18.26 per share at December 31, 2024. Fully diluted book value per share increased by $0.95 per share, or 5.3%, to $18.90 per share from $17.95 per share at December 31, 2024.
For the nine months ended September 30, 2025 (“YTD 2025”), net income decreased by $44.7 million to $25.6 million, compared to the nine months ended September 30, 2024 (“YTD 2024”) driven mainly by the following:
•Total investment income: Decreased by $61.7 million primarily driven by our investment in Solasglas, which reported a loss of $0.5 million during YTD 2025, compared to a gain of $42.4 million during YTD 2024. Solasglas generated a net loss of 0.4% for YTD 2025 compared to a net return of 11.9% for YTD 2024. Additionally, net investment income decreased by $18.8 million predominantly due to net investment loss from our Innovations investment portfolio as noted for Q3 2025, and lower interest income earned from restricted cash and cash equivalents due to the interest rate cuts by central banks during the second half of 2024 and 2025.
•Foreign exchange gains: Increased by $5.4 million, driven mainly by a stronger movement of the pound sterling against the U.S. dollar during YTD 2025.
Offset partially by:
•Underwriting income: Increased by $12.8 million, driven by 2.5 percentage points improvement in combined ratio, which was predominantly driven by improved current year loss ratio mainly due to lower attritional loss ratio and lower CAT losses, along with a decrease in acquisition cost ratio. This was offset partially by an increase in prior year adverse loss development. For further information on CAT losses and prior year loss development, refer to Note 7 - Loss and Loss Adjustment Expense Reserves of the Q3 2025 condensed consolidated financial statements.
The following is a discussion and analysis for each reporting segment.
Open Market Segment
Results for the Open Market segment were as follows:
Three months ended September 30
Nine months ended September 30
2025
% Change
2024
2025
% Change
2024
Gross premiums written
$
154,994
3.1
%
$
150,331
$
528,036
9.8
%
$
480,703
Net premiums written
$
140,372
9.5
%
$
128,238
$
478,092
11.8
%
$
427,539
Net premiums earned
$
144,427
14.1
%
$
126,577
$
434,622
13.2
%
$
384,052
Net loss and LAE incurred
(76,590)
(76,177)
(272,828)
(236,280)
Acquisition costs
(40,069)
(38,223)
(121,850)
(112,313)
Other underwriting expenses
(5,446)
(4,871)
(15,104)
(15,165)
Deposit interest expense, net
(94)
(377)
(367)
(1,020)
Underwriting income
22,228
6,929
24,473
19,274
Net investment income
5,623
(39.9)
%
9,360
17,023
(46.4)
%
31,758
Income before income taxes
$
27,851
$
16,289
$
41,496
$
51,032
Underwriting ratios:
2025
% Point Change
2024
2025
% Point Change
2024
Loss ratio
53.0
%
(7.2)
60.2
%
62.8
%
1.3
61.5
%
Acquisition cost ratio
27.7
%
(2.5)
30.2
%
28.0
%
(1.2)
29.2
%
Composite ratio
80.7
%
(9.7)
90.4
%
90.8
%
0.1
90.7
%
Underwriting expenses ratio
3.8
%
(0.3)
4.1
%
3.6
%
(0.6)
4.2
%
Combined ratio
84.5
%
(10.0)
94.5
%
94.4
%
(0.5)
94.9
%
Gross Premiums Written
Gross premiums written by line of business were as follows:
Three months ended September 30
Nine months ended September 30
2025
2024
Change
2025
2024
Change
Casualty
$
12,404
8
%
$
24,372
16
%
$
(11,968)
$
62,136
12
%
$
70,863
15
%
$
(8,727)
Financial
19,741
13
%
12,342
8
%
7,399
60,221
11
%
47,711
10
%
12,510
Health
18
—
%
(2)
—
%
20
227
—
%
213
—
%
14
Multiline
58,032
37
%
51,666
34
%
6,366
177,108
34
%
143,549
30
%
33,559
Property
23,365
15
%
18,440
12
%
4,925
71,459
14
%
69,748
15
%
1,711
Specialty
41,434
27
%
43,513
29
%
(2,079)
156,885
30
%
148,619
31
%
8,266
Total
$
154,994
100
%
$
150,331
100
%
$
4,663
$
528,036
100
%
$
480,703
100
%
$
47,333
Gross premiums written within our Open Market segment in Q3 2025 increased by $4.7 million or 3.1%, compared to Q3 2024. The increase was predominantly attributable to the following lines of business:
•Financial: The $7.4 million, or 59.9%, increase was mainly due to the reporting of additional premiums from previous treaty years in our mortgage business, along with new quota share financial business.
•Multiline: The $6.4 million, or 12.3%, increase was driven mostly by growth in our current FAL business bound during Q1 2025, partially offset by downward revision to our estimated ultimate gross premiums for certain 2023 and 2024 FAL treaties. This was partially offset by non-renewed business in our commercial auto class and multiline commercial class.
•Property: The $4.9 million, or 26.7%, increase was mainly due to new non-proportional business and growth from existing quota share treaties.
Offset partially by:
•Casualty: The $12.0 million, or 49.1%, decrease was mainly due to the non-renewal of certain reinsurance programs in our general liability class and multiline casualty class as part of our strategy to reduce our exposure to the casualty line of business.
•Specialty: The $2.1 million, or 4.8%, decrease was mainly attributable to the $10.1 million change in premiums related to a quota share reinsurance multiline program. This decrease in Q3 2025 was partially offset by growth from 2024 quota share reinsurance treaties and new excess of loss treaties in our aviation class, in addition to new business and increased participation on contracts in our whole account marine and energy (M&E) class.
Gross premiums written within our Open Market segment in YTD 2025 increased by $47.3 million or 9.8%, compared to YTD 2024. The increase was predominantly attributable to the following lines of business:
•Multiline: The $33.6 million, or 23.4%, increase was driven by the same factors noted for Q3 2025, coupled with growth from new construction and engineering business.
•Financial: The $12.5 million, or 26.2%, increase was driven by the same factors noted for Q3 2025, coupled with growth from new excess of loss surety business.
•Specialty: The $8.3 million, or 5.6%, increase was mainly driven by the growth highlighted for Q3 2025. This was partially offset by the change in premiums associated with the quota share reinsurance multiline program noted for Q3 2025 and non-renewed business in our war, political violence, and terrorism (WPVT) class. Additionally, we made a downward revision in our estimated premium on a cyber treaty bound in 2023.
Offset partially by:
•Casualty: The $8.7 million, or 12.3%, decrease was mainly due to the same explanation as noted for Q3 2025.
Net Premiums Written
Ceded premiums written in Q3 2025 was $14.6 million, resulting in net premiums written of $140.4 million, compared to $22.1 million and $128.2 million, respectively, in Q3 2024. The decrease in ceded premiums written of 33.8% was driven by the reduced quota share retrocession activity within our specialty multiline business due to lower estimated inward premiums.
Ceded premiums written in YTD 2025 was $49.9 million, resulting in net premiums written of $478.1 million, compared to $53.2 million and $427.5 million, respectively, in YTD 2024. The decrease in ceded premiums written of 6.1% was driven by reduced quota share retrocessional activity within our specialty multiline and property business due to lower inward premiums. This was partially offset mainly by additional excess of loss retrocessional coverage to manage our overall exposure to aviation, marine and energy risks within our specialty line.
Net Premiums Earned
Net premiums earned by line of business were as follows:
Net premiums earned within our Open Market segment in Q3 2025 increased by $17.9 million or 14.1%, compared to Q3 2024 and by $50.6 million or 13.2% for YTD 2025, compared to YTD 2024. The change is influenced by the amount and timing of net premiums written during the current year and prior years, coupled with the business mix written in the form of excess of loss versus proportional contracts. Additionally, within the financial line and certain specialty line classes, the gross premiums written for some treaties are earned over multiple years, corresponding with the anticipated risk coverage period.
Loss ratio
The components of the loss ratio for our Open Market segment were as follows:
Three months ended September 30
Nine months ended September 30
2025
% Point Change
2024
2025
% Point Change
2024
Current year:
Attritional loss ratio
48.5
%
(8.3)
56.8
%
52.5
%
(2.8)
55.3
%
Large event loss ratio
4.0
%
2.4
1.6
%
2.9
%
0.3
2.6
%
CAT event loss ratio
—
%
(5.9)
5.9
%
6.2
%
1.6
4.6
%
Current year loss ratio
52.5
%
(11.8)
64.3
%
61.6
%
(0.9)
62.5
%
Prior year reserve development ratio
0.6
%
4.8
(4.2)
%
1.1
%
2.1
(1.0)
%
Loss ratio
53.1
%
(7.0)
60.1
%
62.8
%
1.2
61.5
%
Current Year Loss Ratio
Q3 2025 vs Q3 2024
The Q3 2025 current year loss ratio decreased by 11.8 percentage points to 52.5%, compared to Q3 2024, driven mainly by improved attritional loss ratio and no CAT event losses and partially offset by an increase in large event losses.
The significant improvement in our attritional loss ratio was predominantly driven by lower volume of expected claims in our aviation, energy, marine, and whole account marine and energy classes within our specialty line of business. This was partially offset by an increase in attritional loss ratio in our financial lines class in response to poor performance relating to our transactional liability business.
During Q3 2025, we were notified of three large event losses for a total of $5.7 million in our specialty and property lines; whereas we incurred one large event loss of $2.1 million in our property line during Q3 2024.
In Q3 2024, we incurred CAT losses of $7.5 million relating to Hurricane Helene.
YTD 2025 vs YTD 2024
The YTD 2025 current year loss ratio decreased by 0.9 percentage points to 61.6%, compared to YTD 2024, predominantly due to improved attritional loss ratio, offset partially by an increase in CAT loss ratio and, to a lesser extent, large event loss ratio.
The reduction in attritional loss ratio for YTD 2025 compared to YTD 2024 is predominantly due to the same trends noted for Q3 2025.
For YTD 2025, we incurred $27.0 million of CAT losses relating to the California wildfires, compared to $17.5 million of CAT losses, net of reinsurance, in YTD 2024 due to the Baltimore bridge loss and Hurricane Helene.
Prior Year Reserve Development Ratio
The Open Market segment’s prior year adverse reserve development contributed 0.6 percentage points and 1.1 percentage points to the loss ratio for Q3 2025 and YTD 2025, respectively. For Q3 2024 and YTD 2024, the prior year favorable reserve development for the Open Market segment resulted in a decrease to the loss ratio by 4.2 percentage points and 1.0 percentage points, respectively. Refer to Note 7Loss and LAE Reserves to the condensed consolidated financial statements for further details.
Acquisition cost ratio
The acquisition cost ratio decreased by 2.5 points in Q3 2025 compared to Q3 2024, primarily due to the change in business mix, coupled with an improved acquisition cost ratio for our financial and multiline business. This was partially offset by an increase in acquisition cost ratio for our specialty line, predominantly driven by growth in quota share reinsurance treaties at higher acquisition cost ratio than for excess of loss treaties.
The key drivers for the improved acquisition cost ratio relating to the financial and multiline lines of business were:
•Financial: Driven by our transactional liability business due to lower profit commission as a result of adverse loss reserve development in the current quarter. Additionally, the acquisition cost ratio for the mortgage business was higher in Q3 2024 due to an increase in profit commission on prior years’ treaties.
•Multiline: Driven predominantly from lower acquisition costs reported on our FAL business.
The acquisition cost ratio decreased by 1.2 points in YTD 2025 compared to YTD 2024, predominantly due to the change in business mix, along with improved acquisition cost ratio for our financial business for the same reason as noted in Q3 2025. This partially was offset by the increase in acquisition cost ratio in our specialty line for same reason as noted in Q3 2025.
Underwriting expense ratio
The underwriting expense ratio decreased by 0.3 points to 3.8% in Q3 2025 compared to Q3 2024, mainly due to an increase in net premiums earned in the Open Market segment, partially offset by an increase in incentive compensation expense based on the company’s stronger consolidated underwriting results.
The underwriting expense ratio decreased by 0.6 points to 3.6% in YTD 2025 compared to YTD 2024, for the same reason as for Q3 2025, coupled with lower stock compensation expense attributable to the Open Market segment.
Net investment income
For the Open Markets segment, net investment income declined by 39.9% to $5.6 million in Q3 2025, compared to Q3 2024, and by 46.4% to $17.0 million for YTD 2025, compared YTD 2024.
The decrease for both periods was predominantly due to lower investment income on funds withheld by third party Lloyd’s syndicates and lower interest income earned from restricted cash and cash equivalents mainly as a result of the interest rate cuts by central banks during the second half of 2024.
Income (loss) before income taxes
Income before income taxes for the Open Market segment was $27.9 million for Q3 2025, compared to $16.3 million for Q3 2024. The increase was driven predominantly by improved underwriting results and partially offset by lower net investment income.
Income before income taxes for the Open Market segment was $41.5 million for YTD 2025, compared to $51.0 million for YTD 2024. The decrease was predominantly attributable to the lower net investment income and partially offset by improved underwriting results.
Innovations Segment
Results for the Innovations segment were as follows:
Three months ended September 30
Nine months ended September 30
2025
% Change
2024
2025
% Change
2024
Gross premiums written
$
29,393
57.4
%
$
18,675
$
84,455
14.0
%
$
74,062
Net premiums written
$
22,318
57.5
%
$
14,170
$
69,005
10.2
%
$
62,626
Net premiums earned
$
21,000
(3.6)
%
$
21,793
$
61,391
(8.8)
%
$
67,338
Net loss and LAE incurred
(11,412)
(12,223)
(37,002)
(38,984)
Acquisition costs
(6,894)
(6,963)
(18,939)
(21,422)
Other underwriting expenses
(2,026)
(1,202)
(5,207)
(3,058)
Underwriting income (loss)
668
1,405
243
3,874
Net investment income
(11,270)
253
(10,391)
436
Corporate and other expenses
(724)
19.1
%
(608)
(1,898)
(5.5)
%
(2,008)
Income (loss) before income taxes
$
(11,326)
$
1,050
$
(12,046)
$
2,302
Underwriting ratios:
2025
% Point Change
2024
2025
% Point Change
2024
Loss ratio
54.3
%
(1.8)
56.1
%
60.3
%
2.4
57.9
%
Acquisition cost ratio
32.8
%
0.8
32.0
%
30.8
%
(1.0)
31.8
%
Composite ratio
87.1
%
(1.0)
88.1
%
91.1
%
1.4
89.7
%
Underwriting expenses ratio
9.6
%
4.1
5.5
%
8.5
%
4.0
4.5
%
Combined ratio
96.7
%
3.1
93.6
%
99.6
%
5.4
94.2
%
Gross Premiums Written
Gross premiums written by line of business were as follows:
Three months ended September 30
Nine months ended September 30
2025
2024
Change
2025
2024
Change
Casualty
$
4,531
15
%
$
5,634
30
%
$
(1,103)
$
17,470
21
%
$
20,095
27
%
$
(2,625)
Financial
1,513
5
%
(1,190)
(6)
%
2,703
6,336
8
%
1,798
2
%
4,538
Health
1,072
4
%
599
3
%
473
7,002
8
%
2,945
4
%
4,057
Multiline
16,543
56
%
9,447
51
%
7,096
43,346
51
%
40,501
55
%
2,845
Specialty
5,734
20
%
4,185
22
%
1,549
10,301
12
%
8,723
12
%
1,578
Total
$
29,393
100
%
$
18,675
100
%
$
10,718
$
84,455
100
%
$
74,062
100
%
$
10,393
Gross premiums written within our Innovations segment in Q3 2025 increased by $10.7 million or 57.4%, compared to Q3 2024. The increase was predominantly attributable to the following lines of business:
•Multiline: The $7.1 million, or 75.1%, increase was driven mostly by premium growth from our Syndicate 3456.
•Financial: The $2.7 million increase was driven predominantly from growth on existing programs. The Q3 2024 gross premiums written was impacted by a downward premium adjustment based on new information.
•Casualty: The $1.1 million, or 19.6%, decrease was mainly due to change in our premium estimates on prior treaty years.
Gross premiums written within our Innovations segment in YTD 2025 increased by $10.4 million or 14.0%, compared to YTD 2024. The increase was predominantly attributable to the following lines of business:
•Financial: The $4.5 million, or 252.4%, increase was driven mostly from growth on existing programs.
•Health: The $4.1 million, or 137.8%, increase was driven mainly by new quota share reinsurance business.
Offset partially by:
•Casualty: The 13.1% decrease was predominantly due to the change in our premium estimates for a quota share reinsurance and the non-renewal of a reinsurance program.
Net Premiums Written
Ceded premiums written in Q3 2025 was $7.1 million, resulting in net premiums written of $22.3 million, compared to $4.5 million and $14.2 million, respectively, in Q3 2024.
Ceded premiums written in YTD 2025 was $15.5 million, resulting in net premiums written of $69.0 million, compared to $11.4 million and $62.6 million, respectively, in YTD 2024.
The increase in ceded premiums written for both periods was predominantly driven by the new whole-account retrocession program in which we have ceded 28% of Innovations-related programs incepting Q4 2024 onwards. Additionally, we had an increase in quota share retrocessions due to growth from inward health and specialty business.
Net Premiums Earned
Net premiums earned by line of business were as follows:
Three months ended September 30
Nine months ended September 30
2025
2024
Change
2025
2024
Change
Casualty
$
4,263
20
%
$
3,550
16
%
$
713
15,160
25
%
13,423
20
%
$
1,737
Financial
2,747
13
%
836
4
%
1,911
6,476
11
%
2,499
4
%
3,977
Health
393
2
%
414
2
%
(21)
2,705
4
%
1,522
2
%
1,183
Multiline
10,671
51
%
13,986
64
%
(3,315)
33,824
55
%
42,309
63
%
(8,485)
Specialty
2,926
14
%
3,007
14
%
(81)
3,226
5
%
7,585
11
%
(4,359)
Total
$
21,000
100
%
$
21,793
100
%
$
(793)
61,391
100
%
67,338
100
%
$
(5,947)
Net premiums earned in Q3 2025 decreased by $0.8 million or 3.6%, compared to Q3 2024. Net premiums earned in YTD 2025 decreased by $5.9 million or 8.8%, compared to YTD 2024. The change relates to the amount and timing of net premiums written during the current year and prior years. The earning of the new whole-account retrocession program is included in the multiline business, which contributed to the decline in the net premiums earned for both periods.
The current year loss ratio in Q3 2025 increased by 1.8 loss ratio points, compared to Q3 2024 driven mainly by an increase in the multiline portfolio due to higher attritional loss ratios for certain treaties renewed in 2025. This was partially offset by the change in business mix for the segment as a whole, coupled with a decrease in the attritional loss ratios booked for the specialty line given the improving performance of contracts written in that line of business over time.
The current year loss ratio in YTD 2025 decreased by 2.1 loss ratio points, compared to YTD 2024 driven mainly by the change in business mix for the segment, partially offset mainly by the increase in attritional loss ratio for a quota share program in the financial line in response to signs of poor performance.
The Innovations segment was not impacted by any CAT or large events for the periods presented in the above table.
Prior Year Reserve Development Ratio
Prior year reserve development was favorable by 3.5 loss ratio points in Q3 2025 compared to Q3 2024 and deteriorated by 4.4 loss ratio points in YTD 2025 compared to YTD 2024. Refer to Note 7 Loss and LAE Reserves for the condensed consolidated financial statements for further details.
Acquisition cost ratio
The acquisition cost ratio increased by 0.8 percentage points to 32.8% in Q3 2025 compared to Q3 2024. The increase was predominantly driven by:
•an increase in acquisition cost ratio for our casualty line due to revised ultimate acquisition cost ratio for a significant quota share treaty; and
•an increase in acquisition cost ratio for our multiline business, predominantly driven by our Syndicate 3456 due to higher acquisition costs relating to new 2025 programs.
The above was partially offset by a decrease in acquisition cost ratio in our specialty line driven mainly by non-renewal of certain quota share reinsurance business that had higher acquisition costs.
The acquisition cost ratio decreased by 1.0 percentage points to 30.8% in YTD 2025 compared to YTD 2024. The decrease was predominantly driven by:
•a change in business mix;
•a decrease in acquisition cost ratio for our specialty line driven mainly by non-renewal of certain quota share reinsurance business that had higher acquisition costs; and
•a decrease in acquisition cost ratio for our financial line predominantly due to a quota share reinsurance program that experienced adverse loss development, resulting in lower commission costs for YTD 2025.
The above was partially offset by the same factors that contributed to the increase for Q3 2025.
Underwriting expense ratio
The underwriting expense ratio increased by 4.1 percentage points and 4.0 percentage points in Q3 2025 and YTD 2025, respectively compared to the same periods in 2024, primarily due to an increase in incentive compensation expense based on the Company’s stronger consolidated underwriting results, coupled with additional headcount relating to the Innovations segment. Additionally, the underwriting expense ratio for YTD 2025 was negatively impacted by the lower net premiums earned compared to YTD 2024.
Net investment income (loss)
For Q3 2025, the Innovations segment reported a net investment loss of $11.3 million, compared to net investment income of $0.3 million in Q3 2024. The decrease in investment performance was predominantly driven from our Innovations private equity portfolio, primarily due to:
•$16.4 million reversal of previously recognized unrealized gain (impairment charge) relating to one of our holdings based on a pending financing round at a reduced enterprise value.
For the above impairment charge, we calculated the fair value using valuation models incorporating significant unobservable inputs. These include discounted cash flow analyses and option pricing models. The key inputs and assumptions used in these models include, but are not limited to, projected cash flows provided by the investee’s management, discount rates, growth rates, volatility assumptions, and current market multiples.
Partially offsetting the above impairment charge, we had the following unrealized and realized gains:
•$3.9 million of unrealized gains from two holdings as a result of latest closed financing rounds by the respective investees, which the fair value was based on observable price changes in orderly transactions; and
•$0.7 million of realized gain on a partial sale relating to one of the above two holdings.
For YTD 2025, the Innovations segment reported a net investment loss $10.4 million, compared to net investment income of $0.4 million in YTD 2024. The decrease in investment performance was due to the same reasons noted above.
Our top five holdings accounted for 54% of the total carrying value of our Innovations portfolio at September 30, 2025 (70% at December 31, 2024).
Income (loss) before income taxes
The loss before income taxes for the Innovations segment was $11.3 million and $12.0 million in Q3 2025 and YTD 2025, respectively, compared to income before income taxes of $1.1 million and $2.3 million in Q3 2024 and YTD 2024, respectively. The performance in 2025 was predominantly due to the net investment loss from the Innovations private equity portfolio and, to a lesser extent, lower underwriting income.
Other Corporate
Runoff Underwriting Business
The non-renewal of an Innovations-related property business contract resulted in a decrease of $3.5 million and $20.9 million to the consolidated net premiums earned for Q3 2025 and YTD 2025, respectively, compared to the same periods in 2024. The negative net premiums earned for this run-off business in 2025, as reported in the table under Corporate in Note 16 of the
condensed consolidated financial statements, reflects an adjustment to our prior premium estimate based on updated reporting from the cedent.
For Q3 2025 and YTD 2025, the property business in runoff generated an underwriting loss of $0.6 million and $2.1 million, respectively, compared to an underwriting loss of $2.2 million and $13.3 million in Q3 2024 and YTD 2024, respectively. This included prior year adverse reserve development of $0.6 million and prior year favorable reserve development of $0.4 million for Q3 2025 and Q3 2024, respectively, and prior year adverse reserve development of $2.0 million and $4.4 million for YTD 2025 and YTD 2024, respectively. Investment income relating to this runoff business was $0.1 million and $0.7 million in Q3 2025 and YTD 2025, respectively, compared to $0.5 million and $1.5 million in Q3 2024 and YTD 2024, respectively.
Income from Investment in Solasglas
For Q3 2025 and YTD 2025, Solasglas reported a net loss of 3.2% and 0.4%, respectively, compared to a net gain of 5.2% and 11.9% for Q3 2024 and YTD 2024, respectively. The following table provides a breakdown of the gross and net investment return for Solasglas.
Three months ended September 30
Nine months ended September 30
2025
2024
2025
2024
Long portfolio gains (losses)
1.7
%
9.9
%
1.4
%
13.8
%
Short portfolio gains (losses)
(8.1)
(5.0)
(12.3)
(3.5)
Macro gains (losses)
3.3
1.2
11.4
4.1
Other income and expenses(1)
(0.4)
(0.4)
(0.9)
(1.2)
Gross investment return (loss)
(3.5)
%
5.7
%
(0.4)
%
13.2
%
Net investment return (loss)(1)
(3.2)
%
5.2
%
(0.4)
%
11.9
%
1 “Other income and expenses” excludes performance compensation but includes management fees. “Net investment return” incorporates both of these amounts. For further information about management fees and performance compensation, refer to Note 3.
For Q3 2025, the significant contributors to Solasglas’ investment loss were long positions in gold, Green Brick Partners (GRBK), and Core Natural Resources (CNR). The largest detractors were a single-name short position, a short basket to hedge home-building exposure and a long position in Kyndryl Holdings (KD).
For YTD 2025, the significant contributors to Solasglas’ investment loss were gold, GRBK, and one macro position. The largest detractors were three single-name short positions.
Each month, we post the Solasglas investment returns on our website (www.greenlightre.com).
The following table provides a breakdown of our total investments:
September 30
December 31
2025
2024
Investment in related party investment fund (Solasglas)
$
456,861
87.9
%
$
387,144
84.1
%
Other investments:
Private investments and unlisted equities
61,518
11.8
71,867
15.6
Debt and convertible debt securities
1,664
0.3
1,293
0.3
Total other investments
$
63,182
12.1
%
$
73,160
15.9
%
Total investments
$
520,043
100.0
%
$
460,304
100.0
%
At September 30, 2025, our total investments increased by $59.7 million, or 13.0%, to $520.0 million from December 31, 2024. The increase was primarily driven by $70.2 million of net contributions into Solasglas, partially offset by the net investment loss for YTD 2025.
Investments in Solasglas
DME Advisors reports the composition of Solasglas’ portfolio on a delta-adjusted basis, which it believes is the appropriate manner to assess the exposure and profile of investments and reflects how it manages the portfolio. An option’s delta is the option price’s sensitivity to the underlying stock (or commodity) price. The delta-adjusted basis is the number of shares or contracts underlying the option multiplied by the delta and the underlying stock (or commodity) price.
The following table represents the composition of Solasglas’ investments:
September 30
December 31
2025
2024
Long %
Short %
Long %
Short %
Equities and related derivatives
87.5
%
(65.0)
%
73.9
%
(43.3)
%
Private and unlisted equity securities
2.4
—
2.1
—
Debt instruments
0.1
—
0.1
—
Total
90.0
%
(65.0)
%
76.1
%
(43.3)
%
The above exposure analysis does not include cash (U.S. dollar and foreign currencies), gold and other commodities, credit default swaps, sovereign debt, foreign currency derivatives, interest rate derivatives, inflation swaps and other macro positions. Under this methodology, a total return swap’s exposure is reported at its full notional amount and options are reported at their delta-adjusted basis. At September 30, 2025, Solasglas’ exposure to gold on a delta-adjusted basis was 13.6% (December 31, 2024: 10.1%).
At September 30, 2025, 92.0% of Solasglas’ portfolio was valued based on quoted prices in actively traded markets (Level 1), 6.5% was composed of instruments valued based on observable inputs other than quoted prices (Level 2), and a nominal amount was composed of instruments valued based on non-observable inputs (Level 3). At September 30, 2025, 1.5% of Solasglas’ portfolio consisted of private equity funds valued using the funds’ net asset values as a practical expedient.
Other Investments
The other investment holdings relate to private investments made by the Innovations segment. The decrease of $10.0 million to $63.2 million from December 31, 2024 was predominantly due to net investment loss of $11.7 million, partially offset by $2.7 million of new investments during YTD 2025.
We use our restricted cash and cash equivalents primarily for funding trusts and letters of credit issued to our ceding insurers. Our restricted cash increased by $2.0 million, or 0.3%, from $584.4 million at December 31, 2024, to $586.4 million at September 30, 2025.
Reinsurance balances receivable
Our reinsurance balances receivable increased by $27.2 million, or 3.9%, to $731.7 million from $704.5 million at December 31, 2024. This was driven primarily by $57.5 million increase in premiums held by Lloyds’ syndicates; partially offset by $24.3 million net reduction in funds held by cedents and $10.9 million net release of Funds at Lloyds.
Loss and LAE Reserves; Loss and LAE Recoverable
Our total gross loss and LAE reserves increased by $77.3 million, or 9.0%, to $938.3 million from $861.0 million at December 31, 2024, driven by the growth in earned premium from the renewal of reinsurance treaties and new business, along with an increase in foreign currency translation. This was offset partially by paid losses and a decrease in the overall loss ratio for YTD 2025. See Note 7 “Loss and Loss Adjustment Expense Reserves” of the condensed consolidated financial statements for a summary of changes in outstanding loss and LAE reserves and a description of prior period reserve developments.
Our total loss and LAE recoverable decreased by $3.0 million, or 3.5%, to $82.8 million from $85.8 million at December 31, 2024. See Note 8 “Retrocession” of the condensed consolidated financial statements for a description of the credit risk associated with our retrocessionaires.
Probable Maximum Loss (“PML”)
At October 1, 2025, our estimated largest PML at a 1-in-250-year return period for a single event, and in aggregate, was $129.4 million and $142.2 million, respectively, both relating to the peril of North Atlantic Hurricane, compared to $132.5 million and $145.8 million, respectively, at July 1, 2025. The below table contains the expected modeled loss for each of our peak peril regions and sub-regions for both a single event loss and aggregate loss measures at the 1-in-250-year return period.
October 1, 2025
Net 1-in-250 Year Return Period
Peril
Single Event Loss
Aggregate Loss
North Atlantic Hurricane
$
129,449
$
142,204
Southeast Hurricane
102,090
105,365
Gulf of Mexico Hurricane
67,131
68,336
Northeast Hurricane
76,195
77,690
North America Earthquake
113,984
117,540
California Earthquake
107,046
108,524
Pacific Northwest Earthquake
26,538
26,800
New Madrid Earthquake
15,909
16,046
Japan Earthquake
33,404
33,914
Japan Windstorm
19,062
19,799
Europe Windstorm
68,082
72,520
Debt
During Q3 2025, we amended our credit agreement with CIBC USA to provide us with greater flexibility on the use of debt to finance our operating activities. Accordingly, the outstanding term loans were replaced with a $50 million revolving debt facility. Refer to Note 9 “Debt and Credit Facilities” of the condensed consolidated financial statements for further information.
Our total debt decreased by $26.0 million, or 42.8%, to $34.7 million from $60.7 million at December 31, 2024 due to loan repayments from cash generated by our underwriting operations.
Total shareholders’ equity increased by $23.0 million to $658.9 million, compared to $635.9 million at December 31, 2024. The increase was primarily due to the net income of $25.6 million reported for the period, coupled with share-based compensation adjustment to additional paid-in capital. This was partially offset by $7.0 million of stock repurchases during YTD 2025.
Liquidity and Capital Resources
Refer to the “Liquidity and Capital Resources” section included in Item 7 of our 2024 Form 10-K for a general discussion of our liquidity and capital resources.
Liquidity
The following table summarizes our sources and uses of funds:
Nine months ended September 30
2025
2024
Total cash provided by (used in):
Operating activities
$
110,000
$
81,970
Investing activities
(72,205)
(97,222)
Financing activities
(32,313)
(19,364)
Effect of currency exchange on cash
664
619
Net cash inflows (outflows)
6,146
(33,997)
Cash, beginning of period (1)
649,087
655,730
Cash, end of period
$
655,233
$
621,733
(1) Cash includes unrestricted and restricted cash and cash equivalents - see Note 5 of the financial statements.
Cash provided by operating activities
The $28.0 million increase in cash provided by operating activities in YTD 2025 compared to YTD 2024 was driven mainly by the ebb and flow from our underwriting activities. Cash inflows from underwriting activities generally include premiums, net of acquisition costs, and reinsurance recoverables. Cash outflows principally include payments of losses and LAE, payments of retrocession premiums, and operating expenses. Cash provided by operating activities may vary significantly from period to period due to the timing of these inflows and outflows.
Cash used in investing activities
The $25.0 million decrease in cash used for investing activities was driven mainly by the lower net contribution in Solasglas in YTD 2025 compared to YTD 2024.
Cash used in financing activities
During YTD 2025, we repurchased $7.0 million of our ordinary shares, compared to $7.5 million in YTD 2024. Additionally, we partially repaid $25.3 million of debt in YTD 2025, compared to $11.9 million in YTD 2024.
Capital Resources
The following table summarizes our debt and capital structure:
The debt to shareholders’ equity provides an indication of our leverage and capital structure, along with some insights into our financial strength. In addition to the above capital, we also have LC facilities to support our reinsurance business operations where we are not licensed or admitted as a reinsurer.
Ordinary Shares
At September 30, 2025, there were 34,099,226 outstanding ordinary shares, a decrease of 732,098 since December 31, 2024, mainly due to 512,527 of share repurchases, coupled with the net forfeited performance restricted stock awards granted in 2022. This was partially offset by the issuance of ordinary shares for vested service RSUs and the annual restricted stock grants to our directors.
We expect that the existing capital base and internally generated funds will be sufficient to implement our business strategy for the foreseeable future.
During Q3 2025, we entered into an uncommitted and unsecured £50 million letter of credit facility arrangement with Citibank Europe plc (“Citibank”) to provide us with greater flexibility in the type of capital for FAL. Subsequent to September 30, 2025, £45 million LC was issued in favour of Lloyd’s in exchange for the release of our cash used to support the underwriting capacity at Lloyds for all open years.
Contractual Obligations and Commitments
At September 30, 2025, our contractual obligations and commitments by period due were as follows:
Less than 1 year
1-3 years
3-5 years
More than 5 years
Total
Operating activities
Loss and loss adjustment expense reserves (1)
$
368,755
$
323,716
$
115,412
$
130,425
$
938,308
Operating lease obligations
711
1,189
1,734
—
3,634
Financing activities
Debt (2)
—
—
35,000
—
35,000
Total
$
369,466
$
324,905
$
152,146
$
130,425
$
976,942
(1)Due to the nature of our reinsurance operations, the amount and timing of the cash flows associated with our reinsurance contractual liabilities will fluctuate, perhaps materially, and, therefore, are highly uncertain.
Our financial statements contain certain amounts that are inherently subjective and have required management to make assumptions and best estimates to determine reported values. If certain factors, including those described in “Part II. Item 1A. Risk Factors” included in our 2024 Form 10-K, cause actual events or results to differ materially from our underlying assumptions or estimates. In that case, there could be a material adverse effect on our results of operations, financial condition, or liquidity. The most significant estimates relate to: premium revenues and risk transfer, loss and loss adjustment expense reserves, investment impairments, allowances for credit losses, and share-based compensation.
We believe that the critical accounting estimates discussion in “Part II. Item 7. — Management’s Discussion and Analysis of Financial Condition and Results on Operations” of our 2024 Form 10-K continues to describe the significant estimates and judgments included in the preparation of these financial statements. Refer to the Innovations Segment- Net Investment Loss in the MD&A, for the valuation techniques and key inputs used by management to calculate the fair value of certain private equity investments during Q3 2025.
At September 30, 2025, there were no recently issued accounting pronouncements that we have not yet adopted that we expect could have a material impact on our results of operations, financial condition, or liquidity. See Note 2 “Significant Accounting Policies”of theQ3 2025 Financials.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Refer to Item 7A included in our 2024 Form 10-K. There have been no material changes to this item since December 31, 2024, except for the following.
Equity Price Risk
In connection with equity securities held by Solasglas at September 30, 2025, a 10% decline in the price of each of the underlying listed equity securities and equity-based derivative instruments would result in a $10.3 million unrealized loss on our investment in Solasglas.
Commodity Prices Risk
In connection with Solasglas’ long or short investment in commodities or derivatives directly impacted by fluctuations in the prices of commodities, the following table summarizes the net impact that a 10% movement in commodity prices would have on the fair value of Solasglas’ investment portfolio. The below table excludes the indirect effect that changes in commodity prices might have on equity securities in the Solasglas’ investment portfolio.
10% increase in commodity prices
10% decrease in commodity prices
At September 30, 2025
($ in millions)
Gold
$
13.1
$
(10.2)
Copper
4.4
(2.1)
Uranium
0.5
(0.5)
Total
$
18.0
$
(12.8)
Foreign Currency Risk
Reinsurance Portfolio and Cash
The following table summarizes the net impact of a hypothetical 10% currency rate movement relating to our primary foreign denominated reinsurance net monetary assets or liabilities and cash (including balances held at Lloyd's):
September 30, 2025
Net Asset (Liability) Exposure
10% increase in currency rate
10% decrease in currency rate
British Pound
£
109,080
$
(14,660)
$
14,660
Euro
€
(14,531)
1,706
(1,706)
Total foreign exchange gain (loss)
$
(12,954)
$
12,954
Interest Rate Risk
In connection with the interest rate derivatives held in Solasglas at September 30, 2025, a 100 basis points increase in interest rates would result in a $18.8 million unrealized loss on our investment in Solasglas.
As required by Rules 13a-15 and 15d-15 of the Exchange Act, the Company has evaluated, with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the effectiveness of its disclosure controls and procedures (as defined in such rules) as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports prepared in accordance with the rules and regulations of the SEC is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures will prevent all errors and all frauds. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company continues to review its disclosure controls and procedures, including its internal controls over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with its business.
From time to time, in the normal course of business, we may be involved in formal and informal dispute resolution procedures, which may include arbitration or litigation, the outcomes of which determine our rights and obligations under our reinsurance contracts and other contractual agreements. In some disputes, we may seek to enforce our rights under an agreement or to collect funds owing to us. In other matters, we may resist attempts by others to collect funds or enforce alleged rights. While the final outcome of legal disputes cannot be predicted with certainty, we do not believe that any of our existing contractual disputes, when finally resolved, will have a material adverse effect on our business, financial condition or operating results.
Item 1A. RISK FACTORS
Factors that could cause our actual results to differ materially from those in this report are any of the risks described in “Part I. Item 1A. Risk Factors” included in our 2024 Form 10-K, as filed with the SEC on March 10, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
As of September 30, 2025, there have been no other material changes to the risk factors disclosed in “Part I. Item 1A. Risk Factors” included in our 2024 Form 10-K. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Refer to Note 10 “Share Capital” of the condensed consolidated financial statements for a summary of our share repurchase plan.
The table below details the share repurchases that were made under the Plan during the three months ended September 30, 2025:
Shares Purchased Under Publicly Announced Repurchase Program
Period
Number of Shares Purchased
Average Price per Share
Maximum Dollar Amount Still Available Under Share Repurchase Plan
Beginning balance
$
25,000,000
July 1 - 31, 2025
—
$
—
25,000,000
August 1 - 31, 2025
—
$
—
25,000,000
September 1 - 30, 2025
155,249
$
12.88
23,000,012
Total
155,249
$
23,000,012
During the three months ended September 30, 2025, we repurchased 155,249 ordinary shares at an average price of $12.88 per share, for a total of $2.0 million.
(c)Insider Trading Arrangements and Related Disclosures
Our directors and executive officers may purchase or sell shares of our ordinary shares in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and in compliance with guidelines specified by the Company. In accordance with Rule 10b5-1 and our insider trading policy, directors, officers, and certain employees who, at such time, are not in possession of material non-public information about the Company are permitted to enter into written plans that pre-establish amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s stock, including shares acquired pursuant to the Company’s equity plans (“Rule 10b5-1 Trading Plans”). Under Rule 10b5-1 Trading Plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them.
During the three months ended September 30, 2025, we did not have any Rule 10b5-1 trading arrangements or any “non-Rule 10b5-1 arrangements” (as defined in Item 408(a) of Regulation S-K) in place for our directors and officers.
The following materials from the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2025 formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Changes in Shareholders’ Equity; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.